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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
The One Group
3435 Stelzer Road
Columbus, Ohio 43219
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(Name of Registrant as specified in its Charter)
Michael V. Wible, Esq.
BANC ONE CORPORATION
100 E. Broad Street
Columbus, OH 43271-0158
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6(i) (1), or 14a-6(i) (2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i) (3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)
(4) and 0-11.
[x] $125 per Item 22(a) (2) of Exchange Act Schedule 14A.
1) Title of each class of securities to which transaction applies: N/A
2) Aggregate number of securities to which transaction applies: N/A
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 011:* N/A
4) Proposed maximum aggregate value of transaction: N/A
* Set forth the amount on which the filing is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid: N/A
2) Form, schedule or Registration statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
Notes:
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THE ONE GROUP(R)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY , 1996
Notice is hereby given that a Special Meeting of the Shareholders ("Special
Meeting") of The One Group Government ARM Fund (the "Fund"), will be held at
10:00 am. (Eastern Time) at 3435 Stelzer Road, Columbus, Ohio 43219, for the
following purposes:
1. To approve an amendment in the investment objective of the Fund as set
forth below:
The Fund seeks a high level of current income consistent with low
volatility of principal by investing in a diversified portfolio of
short-term investment grade securities.
2. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
The proposals referred to above are discussed in the Proxy Statement
attached to this Notice. Each Shareholder is invited to attend the Special
Meeting in person.
Shareholders of record at the close of business on April 12, 1996 (the
"Shareholders") are entitled to notice of, and to vote at, this Special Meeting
or any adjournment thereof.
By Order of the Trustees
George O. Martinez
Secretary
April , 1996
YOUR VOTE IS IMPORTANT. YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF
SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED
PROXY. IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING, PLEASE MARK, SIGN, DATE,
AND RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT
THE SPECIAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.
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THE ONE GROUP(R)
3435 Stelzer Road
Columbus, Ohio 43219
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MAY , 1996
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees (the
"Trustees") of The One Group. The proxy is revocable at any time before it is
voted by sending written notice of the revocation or a subsequently executed
proxy to The One Group. The proxy also can be revoked by attending and voting in
person at the Special Meeting of Shareholders of The One Group Government ARM
Fund (the "Fund") on May , 1996 at 10:00 a.m. (Eastern Time) at 3435 Stelzer
Road, Columbus, Ohio 43219 (such meeting and any adjournment thereof is referred
to herein as the "Special Meeting"). The cost of these proxy materials has been
or is to be borne by The One Group. Proxy solicitations will be made primarily
by mail, but also may be made by telephone, telegraph, or personal interview
conducted by certain officers or employees of The One Group or The One Group
Services Company, the Fund's administrator and distributor. In the event that
the Shareholder signs and returns the proxy ballot, but does not indicate a
choice as to any of the items on the proxy ballot, the proxy attorneys will vote
those Shares in favor of such proposal(s).
Only Shareholders of record of the Fund at the close of business on April
12, 1996 will be entitled to vote at the Special Meeting. On April 12, 1996, the
Fund had shares outstanding. Each share of the Fund is entitled
to one vote on each matter to be acted upon at the Special Meeting. Each
fractional share is entitled to a proportionate fractional vote.
For purposes of determining the presence of a quorum and counting votes on
the matters presented, shares represented by abstentions and "broker non-votes"
will be counted as present, but not as votes cast. Under the Investment Company
Act of 1940 (the "1940 Act"), the vote necessary to approve the matter under
consideration may be determined with reference to a percentage of votes present
at the Special Meeting. This would have the effect of treating abstentions and
non-votes as if they were votes against the proposal.
The One Group's executive offices are located at 3435 Stelzer Road,
Columbus, Ohio 43219. Banc One Investment Advisors Corporation ("Adviser")
serves as investment adviser and sub-administrator to the Fund.
This proxy statement and the enclosed Notice of Special Meeting and form of
Proxy are first being mailed to Shareholders of record on or about April ,
1996.
A COPY OF THE ONE GROUP'S ANNUAL REPORT DATED JUNE 30, 1995, AND
SEMI-ANNUAL REPORT DATED DECEMBER 31, 1995, ARE AVAILABLE UPON REQUEST FROM THE
ONE GROUP SERVICES COMPANY AND MAY BE OBTAINED WITHOUT CHARGE BY CALLING
1-800-480-4111.
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INTRODUCTION
This Special Meeting is being called for the following purposes:
(1) to approve an amendment in the investment objective of the Fund as set
forth below:
The Fund seeks a high level of current income consistent with low
volatility of principal by investing in a diversified portfolio of
short-term investment grade securities.
(2) to transact any such other business as may properly come before the
Special Meeting or any adjournment thereof.
Approval of Proposals (1) and (2) require the affirmative vote of the
lesser of: (a) 67% or more of the outstanding Shares of the Fund present at the
Special Meeting, if the holders of more than 50% of the outstanding Shares are
present or represented by proxy, or (b) more than 50% of the outstanding Shares
of the Fund.
PROPOSAL (1) -- APPROVAL OF AN
AMENDMENT IN THE INVESTMENT
OBJECTIVE OF THE FUND
On February 15, 1996, the Trustees of The One Group, including a majority
of the Trustees who are not interested persons of The One Group or the Adviser,
as defined in the 1940 Act, unanimously approved an amendment in the investment
objective of the Fund. At the same time, the Trustees approved a change in the
name of the Fund from The One Group Government ARM Fund to The One Group Ultra
Short-Term Income Fund.
In the early 1990's, as interest rates declined and the yield curve
steepened, Adjustable Rate Mortgage ("ARM") funds grew in popularity and asset
size. Many investors viewed the funds, with their emphasis on high current
income and low volatility, as attractive substitutes for money market funds.
Beginning in late 1993, however, assets in ARM funds declined as a result of
rising interests rates and a flattening yield curve. In fact, the asset size of
the Fund has decreased 80% since September, 1993. The decline is attributable to
ARM funds' particular susceptibility to interest rate volatility, which affects
an ARM fund's income and net asset value. Ultra-Short funds generally are less
sensitive to extreme changes in interest rates. Although similar to ARM funds in
duration and maturity, Ultra-Short funds allow greater diversification beyond
mortgages to include short-term investment grade securities. These funds have
historically provided good returns, acceptable risk, and a high correlation to
money market funds. Of course, past performance is no guarantee of future
results. The Trustees, therefore, are recommending that Shareholders approve the
amendment in the Fund's investment objective. Approval of the amendment will
permit the Fund to expand its investment alternatives and operate as an
Ultra-Short fund.
CURRENT INVESTMENT OBJECTIVE:
To seek a high level of income consistent with low volatility of principal.
CURRENT PERMISSIBLE INVESTMENTS:
Under normal conditions, the Fund invests at least 65% of its total assets
in adjustable rate mortgage pass-through securities and other securities
representing an interest in or collateralized by mortgages with periodic
interest rate resets, some of which may be subject to repurchase agreements. All
such securities are issued or guaranteed by the U.S. government, its agencies or
instrumentalities. The Fund also may invest up to 35% of its total assets in
other mortgage-backed securities and other obligations issued or guaranteed by
the U.S. government, its agencies or instrumentalities, as well as repurchase
agreements collateralized by U.S. government securities. For a complete
discussion of the permissible investments for the Fund, please refer to page 7
of the Fund's prospectus dated November 1, 1995.
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PROPOSED INVESTMENT OBJECTIVE:
To seek a high level of current income consistent with low volatility of
principal by investing in a diversified portfolio of short-term investment grade
securities.
PROPOSED ADDITIONAL PERMISSIBLE INVESTMENTS:
Consistent with the proposed objective, the Fund would normally invest at
least 80% of its total assets in debt securities of all types, including money
market instruments. In addition, under the proposed objective, a significant
portion the Fund's total assets may be invested in other securities, including
preferred stock. The Fund normally would invest in debt securities that are
rated in one of the four highest rating categories by at least one nationally
recognized statistical rating organization ("NRSRO") at the time of investment
or, if unrated, determined by the Adviser to be of comparable quality.
If Shareholders approve the proposed amendment in the Fund's investment
objective, the Fund may purchase the additional types of investments listed
below. These investments, along with those currently listed in the Fund's
prospectus, may be changed at any time without advance notice to Shareholders.
NON-AGENCY MORTGAGE-BACKED SECURITIES -- Mortgage-backed securities are
debt obligations secured by individual real estate loans and pools of such
loans. The Fund presently invests in mortgage-backed securities that are issued
and guaranteed by U.S. government agencies or instrumentalities. However,
mortgage-backed securities also may be issued by non-government entities and may
or may not have private insurer guarantees of timely payments. Such
non-government mortgage securities cannot be treated as U.S. government
securities for investment purposes. The Fund will invest in non-agency
mortgage-backed securities secured by individual real estate loans and pools of
loans on single family and mobile homes, and commercial properties. These
securities often involve a greater degree of risk than agency issued
mortgage-backed securities. The Fund also may invest in Collateralized Mortgage
Obligations ("CMOs") and Real Estate Mortgage Investment Conduits ("REMICs")
issued by non-governmental entities. The CMOs and REMICs must be rated in the
highest or second highest rating categories by at least one NRSRO at the time of
investment or, if unrated, determined by the Adviser to be of comparable
quality. The mortgages backing these securities include conventional thirty-year
fixed-rate mortgages, graduated payment mortgages, and adjustable rate
mortgages. The Fund will only purchase CMOs and REMICs that are backed solely by
Ginnie Mae certificates or other mortgage pass-through instruments issued or
guaranteed by the U.S. government or its agencies and instrumentalities.
However, the guarantees do not extend to the mortgage-backed securities' value,
which may vary inversely with fluctuations in interest rates.
Non-agency mortgage-backed securities are in most cases "pass through"
instruments, through which the holder receives a share of all interest and
principal payments from the mortgages underlying the certificate. Because the
prepayment characteristics of the underlying mortgages vary, it is not possible
to predict accurately the average life or realized yield of a particular issue
of pass through certificates. During periods of declining interest rates,
prepayment of mortgages underlying mortgage-backed securities can be expected to
accelerate. When the mortgage obligations are prepaid, the Fund reinvests the
prepaid amounts in securities, the yield on which reflects interest rates
prevailing at the time. Moreover, prepayment of mortgages which underlie
securities purchased at a premium could result in capital losses.
STRUCTURED INSTRUMENTS -- Structured instruments are debt securities issued
by agencies or instrumentalities of the U.S. government (such as Sallie Mae,
Ginnie Mae, Fannie Mae, and Freddie Mac), banks, municipalities, corporations,
and other business entities whose interest and/or principal payments are indexed
to certain specific foreign currency exchange rates, interest rates, or one or
more other reference indices. Structured instruments frequently are assembled in
the form of medium-term notes, but a variety of forms are available. The Fund
presently only invests in certain structured instruments issued or guaranteed by
U.S. Government agencies or instrumentalities. Under the proposed amendment to
the Fund's investment objective, the Fund would invest in structured instruments
issued by non-governmental entities. Structured instruments are commonly
considered to be derivatives.
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While structured instruments may offer the potential for a favorable rate
of return from time to time, they also entail certain risks. Structured
instruments may be less liquid than other debt securities, and the price of
structured instruments may be more volatile. If the value of the reference index
changes in a manner other than that expected by the Adviser, principal and/or
interest payments on the structured instrument may be substantially less than
expected. In addition, although structured instruments may be sold in the form
of a corporate debt obligation, they may not have some of the protection against
counter party default that may be available with respect to publicly traded debt
securities (i.e., the existence of a trust indenture).
MUNICIPAL SECURITIES -- Municipal Securities are issued by a state or
political subdivision to obtain funds for various public purposes. Municipal
securities are generally classified as "general obligation" bonds and "revenue"
bonds. General obligation bonds are obligations involving the credit of an
issuer possessing taxing power and are payable from the issuer's general
unrestricted revenues. Revenue bonds are payable only from the revenues derived
from a particular facility or class of facilities or, in some cases, from the
proceeds of a special excise or other specific revenue source. Revenue bonds are
not payable from the issuer's general revenues. The Fund also may purchase
short-term tax-exempt General Obligation Notes, Tax Anticipation Notes, Bond
Anticipation Notes, Revenue Anticipation Notes, Project Notes, and other forms
of short-term tax-exempt obligations. Such notes are issued with a short-term
maturity in anticipation of the receipt of tax funds, the proceeds of bond
placements, or other revenues.
An issuer's obligations under its municipal securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the federal bankruptcy code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations. The power or ability of an issuer to meet
its obligations for the payment of interest on and principal of its municipal
securities may be materially adversely affected by litigation or other
conditions. Such litigation or conditions may from time to time have the effect
of introducing uncertainties in the market for tax-exempt obligations or certain
segments thereof, or may materially affect the credit risk with respect to
particular bonds or notes. Adverse economic, business, legal or political
developments might affect all or a substantial portion of a Fund's municipal
securities in the same manner. In addition, the Internal Revenue Code of 1986,
as amended (the "Code") imposes certain continuing requirements on issuers of
tax-exempt bonds regarding the use, expenditure and investment of bond proceeds
and the payment of rebates to the United States of America. Failure by the
issuer to comply subsequent to the issuance of tax-exempt bonds with certain of
these requirements could cause interest on the bonds to become includable in
gross income retroactive to the date of issuance.
PREFERRED STOCK -- Preferred stock is a class of stock that generally pays
dividends at a specified rate and has preference over common stock in the
payment of dividends and liquidation. Preferred stock generally does not carry
voting rights. As with all equity securities, the price of preferred stock
fluctuates based on changes in a company's financial condition and on overall
market and economic conditions.
CORPORATE SECURITIES -- Corporate securities include corporate bonds,
convertible and non-convertible debt securities, and preferred stock, as well as
commercial paper (short-term promissory notes issued by corporations). Issuers
of corporate bonds and notes are divided into many different categories by bond
market sector, such as electric utilities, gas utilities, telephone utilities,
consumer finance companies, wholesale finance companies and industrial
companies. Within each major category of issuer, there are many subcategories.
CONVERTIBLE SECURITIES -- Convertible securities have characteristics
similar to both fixed income and equity securities. Because of the conversion
feature, the market value of convertible securities tends to move together with
the market value of the underlying stock. As a result, the Fund's selection of
convertible securities is based, to a great extent, on the potential for capital
appreciation that may exist in the underlying stock. The value of convertible
securities is also affected by prevailing interest rates, the credit quality of
the issuer, and any call provisions.
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REVERSE REPURCHASE AGREEMENTS -- The Fund may borrow funds for temporary
purposes by entering into reverse repurchase agreements. Pursuant to such
agreements, the Fund would sell portfolio securities to financial institutions
such as banks and broker-dealers, and agree to repurchase them at a mutually
agreed-upon date and price. The Fund will enter into reverse repurchase
agreements only to avoid otherwise selling securities during unfavorable market
conditions to meet redemptions. At the time the Fund enters into a reverse
repurchase agreement, it will place liquid high grade debt securities having a
value equal to the repurchase price (including accrued interest), in a
segregated custodial account and will subsequently monitor the account to ensure
that such equivalent value is maintained. Reverse repurchase agreements involve
the risk that the market value of the securities sold by the Fund may decline
below the price at which the Fund is obligated to repurchase the securities.
DEMAND FEATURES -- The Fund may acquire securities that are subject to puts
and standby commitments ("demand features") to purchase the securities at their
principal amount at a fixed price (usually with accrued interest) within a fixed
period (usually seven days) following a demand by the Fund. The demand feature
may be issued by the issuer of the underlying securities, a dealer in the
securities or by another third party, and may not be transferred separately from
the underlying security. The underlying securities subject to a put may be sold
at any time at market rates. The Fund expects that it will acquire puts only
where the puts are available without the payment of any direct or indirect
consideration. However, if advisable or necessary, a premium may be paid for put
features. A premium paid will have the effect of reducing the yield otherwise
payable on the underlying security. The purpose of engaging in transactions
involving puts is to maintain flexibility and liquidity to permit the Fund to
meet redemption requests and remain as fully invested as possible.
ASSET-BACKED SECURITIES -- Asset-backed securities consist of securities
secured by company receivables, home equity loans, truck and auto loans, leases,
credit card receivables and other securities backed by other types of
receivables or other assets. These securities are generally pass-through
securities, which means that principal and interest payments on the underlying
securities (less servicing fees) are passed through to shareholders on a pro
rata basis. Asset-backed securities are normally traded over-the-counter and
typically have a short-intermediate maturity structure depending on the pay down
characteristics of the underlying financial assets which are passed through to
the security holder. These securities involve prepayment risk, which is the risk
that the underlying debt will be refinanced or paid off prior to their
maturities during periods of declining interest rates. In that case, a portfolio
manager may have to reinvest the proceeds from the securities at a lower rate.
Potential market gains on a security subject to prepayment risk may be more
limited than potential market gains on a comparable security that is not subject
to prepayment risk. There is no limit on the extent to which the Fund may invest
in asset-backed securities. Asset-backed securities may be purchased for the
purpose of enhancing yield. Under certain interest rate and prepayment rate
scenarios, the Fund may fail to recoup fully its investment in asset-backed
securities. Asset-backed securities are commonly considered to be derivatives.
SHORT-TERM FUNDING AGREEMENTS -- The Fund may, in order to enhance yield,
make limited investments in short-term funding agreements issued by banks and
highly rated insurance companies. Short-term funding agreements issued by
insurance companies are sometimes referred to as Guaranteed Investment Contracts
("GICs"), while those issued by banks are referred to as Bank Investment
Contracts ("BICs"). Pursuant to such agreements, the Fund makes cash
contributions to a deposit account at a bank or insurance company. The bank or
insurance company then credits to the Fund on a monthly basis guaranteed
interest at either a fixed, variable or floating rate. These contracts are
general obligations of the issuing bank or insurance company and are paid from
the general assets of the issuing entity. The Fund will purchase short-term
funding agreements only from banks and insurance companies which, at the time of
purchase, are rated "A" or the equivalent by at least one NRSRO and have assets
of $1 billion or more. Generally, there is no active secondary market in
short-term funding agreements. Therefore, short-term funding agreements are
considered by the Fund to be illiquid investments, and will be acquired by the
Fund only if, at the time of purchase, no more than 15% of the Fund's net assets
will be invested in short-term funding agreements and other illiquid securities.
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SECURITIES OF FOREIGN ISSUERS -- The Fund may invest in securities of
foreign issuers to achieve income or capital appreciation. The Fund also may
invest in commercial paper of foreign issuers and obligations of foreign
branches of U.S. banks, U.S. and London branches of foreign banks, and
supranational entities which are established through the joint participation of
several governments (e.g., the Asian Development Bank and the Inter-American
Development Bank). Foreign investments involve risks that are different from
investments in securities of U.S. issuers. These risks may include future
unfavorable political and economic developments, possible withholding taxes,
seizure of foreign deposits, currency controls, and interest limitations or
other governmental restrictions which might affect payment of principal or
interest. Additionally, there may be less public information available about
foreign issuers. Further, foreign branches of foreign banks are not regulated by
U.S. banking authorities and generally are not bound by accounting, auditing and
financial reporting standards comparable to U.S. banks. Securities of foreign
issuers may include sponsored and unsponsored American Depository Receipts
("ADRs"), which are securities typically issued by a U.S. financial institution
that evidence ownership interests in a pool of securities issued by a foreign
issuer. ADRs include American Depository Shares and New York Shares. There may
be less information available on the foreign issuers of unsponsored ADRs than on
the issuers of sponsored ADRs.
OPTION CONTRACTS -- The Fund may purchase call and put options, and write
(i.e., sell) covered call options and secured put options on securities and
securities indices. A call option gives the purchaser the right to buy, and
obligates the writer of the option to sell, the underlying security at the
agreed upon exercise (or "strike") price during the option period. A put option
gives the purchaser the right to sell, and obligates the writer to buy, the
underlying security at the strike price during the option period. Options are
commonly considered to be derivatives. The Fund may use options in hedging
transactions to protect against a decline in the market value of the securities
in the Fund and protect against an increase in the cost of fixed-income
securities that the Fund may seek to purchase. The Fund also may write call and
put options as a means of increasing the yield on the Fund and as a means of
providing limited protection against decreases in market value of the Fund. The
risks associated with options transactions are that the Adviser may incorrectly
predict movements in the prices of individual securities, fluctuations in
markets, and movements in interest rates. In addition, there may be imperfect
correlation, or no correlation, between the changes in market value of the
securities held in the Fund and the price of options. Further, there may not be
a liquid secondary market for the options. Finally, while the Fund will receive
a premium when it writes covered call options, it may not participate fully in a
rise in the market value of the underlying security.
------------------------------------
The Trustees believe that the proposed change in the investment objective
of the Fund and the attendant changes in the permitted investments of the Fund
provide the flexibility necessary to permit the Fund to respond to changing
interest rate environments. The expanded investment objective will allow the
Fund to continue to pursue a goal of high current income consistent with low
volatility, while adding value over time.
If the proposed change in the investment objective of the Fund is approved
by Shareholders, it will become effective on August , 1996. In the event that
the holders of a majority of the outstanding Shares of the Fund vote against the
proposal, the present investment objective will continue in effect and the
Trustees will determine what further actions, if any, are to be taken in the
best interests of the Shareholders.
Set forth below is the investment objective of the Fund, as proposed to be
amended:
The Fund seeks a high level of current income consistent with low
volatility of principal by investing in a diversified portfolio of
short-term investment grade securities.
THE TRUSTEES OF THE ONE GROUP UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE
TO APPROVE THE AMENDMENT OF THE INVESTMENT OBJECTIVE OF THE GOVERNMENT ARM FUND.
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OTHER MATTERS AND DISCRETION
OF PERSONS NAMED IN THE PROXY
While the special Meeting is called to act upon any other business that may
properly come before it, at the date of this Proxy Statement, the only business
which the management intends to present or knows that others will present is the
business stated in the Notice of Special Meeting. If any other matters lawfully
come before the Special Meeting, and in all procedural matters at the Special
Meeting, the enclosed Proxy shall be voted in accordance with the best judgement
of the persons named as proxies, or their substitutes, present at the Special
Meeting.
If at the time any session of the Special Meeting is called to order, a
quorum is not present, in person or by proxy, the persons named as proxies may
vote those proxies that have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the Shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies that they are
entitled to vote in favor of the proposal, in favor of such an adjournment, and
will vote those proxies required to be voted against the proposal, against any
such adjournment. A vote may be taken on one or more of the proposals in this
proxy statement prior to any such adjournment if sufficient votes for its or
their approval have been received and it is otherwise appropriate.
INFORMATION ABOUT THE ADVISER
The Adviser, an indirect, wholly-owned subsidiary of BANC ONE CORPORATION,
is located at 774 Park Meadow Road, Columbus, Ohio 43271-0211. The Adviser
represents a consolidation of the investment advisory staffs of a number of bank
affiliates of BANC ONE CORPORATION, which have considerable experience in the
management of open-end management investment company portfolios, including The
One Group(R) since 1985 (then known as The Helmsman Fund). Prior to January
1993, Bank One, Milwaukee, NA, Bank One, Columbus, NA and Bank One,
Indianapolis, NA served as the investment advisers to The One Group. Bank One,
Milwaukee, NA, Bank One, Columbus, NA and Bank One, Indianapolis, NA are
indirect wholly-owned subsidiaries of BANC ONE CORPORATION. As of December 31,
1995, the Adviser, together with its advisory affiliates, acted as investment
adviser for approximately $35 billion in assets, of which over $11 billion is in
The One Group.
INFORMATION ABOUT THE ONE GROUP SERVICES COMPANY
The One Group Services Company, a wholly owned subsidiary of BISYS Group,
Inc., serves as the Fund's distributor under a distribution agreement with The
One Group. Under the distribution agreement, shares of the Fund are sold on a
continuous basis. The One Group Services Company and The One Group are also
parties to a management and administration agreement relating to the Fund. Under
the terms of the management and administration agreement, The One Group Services
Company is responsible for providing The One Group with administrative services
(other than investment advisory services), including regulatory reporting and
all necessary office space, equipment, personnel and facilities. The One Group
Services Company is located at 3435 Stelzer Road, Columbus, Ohio 43219.
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<PAGE> 10
ADDITIONAL INFORMATION
DIRECTORS OF THE FUNDS
None of the directors or officers of the Fund hold positions with the
Adviser, or have an interest in the Adviser or in a person controlling,
controlled by or under common control with the Adviser.
BENEFICIAL OWNERS
As a group, the Officers and Trustees of the Fund own less than 1% of the
outstanding shares of the Fund.
The following list indicates the percentage ownership of the Shareholders
who, to the best knowledge of the Fund, are the beneficial owners of more than
5% of the outstanding shares of the Fund:
<TABLE>
<CAPTION>
TYPE OF NAME &
CLASS OWNERSHIP ADDRESS PERCENTAGE
- - - ----- --------- ------- ----------
<S> <C> <C> <C>
</TABLE>
The One Group believes that as of April 12, 1996, BANC ONE CORPORATION (100
East Broad Street, Columbus, OH 43271), through its affiliates, owned of record
substantially all the Fiduciary Class shares of the Fund. The One Group believes
that as of the same date, BANC ONE CORPORATION, through its affiliates,
possessed on behalf of its underlying accounts, voting or investment power with
respect to % of the Fiduciary Class shares of the Fund. As a consequence,
BANC ONE CORPORATION may be deemed to be a controlling person of the Fiduciary
Class shares of the Fund under the Investment Company Act of 1940.
The One Group believes that as of April 12, 1996, Asher Land & Mineral
Ltd., P.O. Box 463 Pineville, KY 40977-0463, and Donald, Lufkin & Jenrette
Securities Corporation, Inc., P.O. Box 2052, Jersey City, NJ 07303-2052,
owned 25% or more of the Class A shares of the Fund. As a consequence,
Asher Land & Mineral Ltd. and Donald, Lufkin & Jenrette Securities Corporation,
Inc. may be deemed to be controlling persons of the Fiduciary Class shares of
the Fund under the Investment Company Act of 1940.
Dated: April , 1996
IF YOU DO NOT EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE SIGN YOUR PROXY
CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY
EXPENSE AND DELAY. FOR YOUR CONVENIENCE, NO POSTAGE IS NECESSARY IF MAILED IN
THE UNITED STATES.
8
<PAGE> 11
THE ONE GROUP(R) GOVERNMENT ARM FUND
PROXY FOR A SPECIAL MEETING OF
SHAREHOLDERS, MAY ____, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE ONE GROUP.
The undersigned hereby appoints Mark S. Redman and George O. Martinez each of
them with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of The One Group
Government ARM Fund (the "Fund") on May __ , 1996 at 10:00 am., Eastern standard
time, and at any adjournments thereof, all of the units of beneficial interest
in the Fund which the undersigned would be entitled to vote upon the following
matters if personally present.
1. Approval of an Amendment in the Investment Objective of the Fund as set
forth below:
The Fund seeks a high level of current income consistent with low
volatility of principal by investing in a diversified portfolio of
short-term investment grade securities.
FOR AGAINST ABSTAIN
( ) ( ) ( )
2. To transact any other business as properly comes before the Meeting or any
adjournment thereof.
FOR AGAINST ABSTAIN
( ) ( ) ( )
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR SUCH PROPOSALS. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSALS ON THE REVERSE SIDE.
NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.
__________________________________________
Signature of Shareholder(s)
__________________________________________
Signature of Shareholder(s)
Dated: ________________________________ , 1996.
PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE
